By Pixar's own standards, Cars, the scenic animated amble on the back roads of the Roadrunner's desert Southwest, was the company's worst film. Laugh-starved and lacking much in the line of action, it was a triumph of toy sales and product tie-in (NASCAR) over motion picture.

Cars 2 overcompensates for those "Get off the fast track" mid-life crisis musings, but it does so in an often funny and action-packed "James Bond goes racing" comedy. It turns more of the story over to the comic relief, the dopey tow truck Tow Mater, and gets a sillier, more kid-friendly movie out of it.

In a Bond-style "opening gambit," we are told of a scheme involving deep-sea oil rigs, a mystery pursued by Her Majesty's Secret Service. Agent Finn McMissile (Michael Caine) drags the inexperienced Holley Shiftwell (Emily Mortimer) along on the chase.

Mater (amusingly voiced by Larry the Cable Guy) is still in Radiator Springs, longing for those occasional visits from his stock car racer pal, Lightning McQueen. He's a drawling hick of an embarrassment to McQueen (Owen Wilson), but at least he goads the Piston Cup champ into entering a world grand prix race series sponsored by Sir Miles Axlerod (Eddie Izzard), who is promoting his new alternative fuel "Allinol."

But as McQueen and his road crew get into the racing and into a feud with a snotty Formula 1 champ (John Turturro, doing his broadest/funniest Italian accent), Mater is mistaken for a fallen American agent and is sucked into intrigues with the Brits.

"You obviously have plenty of experience in the field," McMissile observes.

"Well, I do live right next to one," Mater drawls back.

Somebody is plotting to ruin this racing series, and at every turn, infamously ugly "lemons" from the automotive past (AMC Gremlins and Pacers, Yugos called "Hugos" here) are car-napping our heroes and causing wrecks in "Tow-kyo," Italy and London. What might their motives be, and who could be their boss?

Bad guys must be foiled, Mater must figure out where his competence lies, and Lightning has to realize that "Whoever finds a friend, finds a treasure." Vintage Pixar messages.

And as in the first Cars, Cars 2 is jammed with homages to vintage motoring — from Mini Coopers to Fiats, from a Rolls Royce to a NASCAR Monte Carlo. This is a cartoon for the Top Gear dad to drag the kids to. But unlike the first Cars, the kids won't mind this time. This Pixar product is better than the toys they sell along with it.